Filing guidance

Certain applications for exemptive relief, and pre-files, are required to be filed through SEDAR+. In general, an application filed by an Issuer will likely be required to be filed through SEDAR+, including an application that includes a request for relief from the prospectus requirement even if other types of relief are also requested. For specifics of which applications are required to be filed through SEDAR+, a filer should refer to NI 13-103.

The application will be made public on SEDAR+ after a decision has been issued, subject to any request for confidentiality that was granted.

Issuers that are not reporting issuers are generally required to file or deliver documents to the OSC through SEDAR+, unless there is an available exemption from the requirements in NI 13-103.

An Issuer that was previously a “foreign issuer (SEDAR)” under NI 13-101 must file its continuous disclosure filings through SEDAR+ as there is no similar exception in NI 13-103.

In situations involving failed Electronic Funds Transfers (EFTs) in SEDAR+ across multiple jurisdictions, a coordinated process has been established to ensure a smooth resolution regarding outstanding regulatory fees and system fees.

• Notification From CSA Service Desk: In the event of a rejected payment, the CSA Service Desk (CSA SD) will send a notification to the filer. This notification will provide details about outstanding regulatory fees for each recipient agency and the applicable system fee.
• Centralized Communication: The OSC will not contact the filer separately regarding outstanding fees. To streamline communication, the CSA SD's notification will be the single point of contact with the filer.
• Action Within 48 Hours: For any rejected payment, each applicable recipient agency will create an outstanding fee within 48 hours. The CSA SD will also create an outstanding system fee, if relevant.
• Timely Notification: Shortly after the outstanding fees have been created, an email will be sent by the CSA SD to the filer. This email will confirm that recipient agencies have created outstanding fees, including the system fee, if applicable.

In cases where the failed EFT is exclusive to the OSC or an outstanding fee has not been paid to the OSC, the OSC will contact the filer directly.

When seeking one-time fee exception codes from multiple jurisdictions for a single filing, filers are advised to contact the CSA SD to obtain the necessary fee exception codes. The CSA SD will facilitate coordination with the relevant jurisdictions and provide the required exception codes in a consolidated email.

In the subject line of the email to the CSA SD, indicate: "Request for SEDAR+ regulatory fee exception code - <Enter impacted filing type>" In the email body, include the following information:

• Issuer name
• Profile number
• Filing number
• Filer contact name
• Filer contact email address
• List of jurisdictions requiring a fee exception code
• Reason for needing the fee exception code

If the request is approved, the CSA SD will respond with fee exception codes for each jurisdiction requested.

In cases where fee exception codes are exclusive to the OSC the filer should email the OSC directly.

We remind issuers that under general prospectus rules, an issuer is required to:

• Deliver a personal information form (including a certificate and consent) and an issuer authorization form (collectively, a PIF), or
• have previously filed or delivered a PIF or other acceptable authorization document, for each director, executive officer and promoter of the issuer (and, if the promoter is not an individual, each director and executive officer of the promoter) concurrent with the filing of a preliminary prospectus.

For more information on the procedural matters involved in filing a PIF, please see OSC Staff Notice 41-702 (Revised) Prospectus Practice Directive #1 – Personal information forms and other procedural matters regarding preliminary prospectus filings

We remind issuers that the issuance of a receipt for a final prospectus in connection with a proposed offering can evidence the granting of an exemption from the requirements of the following rules:

• National Instrument 41-101 General Prospectus Requirements (NI 41-101). Note that an exemption from subsection 2.2(2) of NI 41-101 cannot be evidenced by a final receipt. See Part 19 of NI 41-101.
• National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101). Note that an exemption from Part 2 of NI 44-101 cannot be evidenced by a final receipt. See Part 8 of NI 44-101.
• National Instrument 44-102 Shelf Distributions (NI 44-102). Note that an exemption from Part 2 of NI 44-102 cannot be evidenced by a final receipt. See Part 11 of NI 44-102.
• National Instrument 44-103 Post-Receipt Pricing (NI 44-103). See Part 6 of NI 44-103.
• National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). See Part 21 of NI 71-101.
• National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). See Part 5 of NI 52-107.

For more information on the procedural matters involved in making an application for an exemption to be evidenced by a receipt, please see OSC Staff Notice 41-703 (Revised) Corporate Finance Prospectus Practice Directive #2 – Exemption from certain prospectus requirements to be evidenced by a receipt

When filing a shelf prospectus relying on the WKSI exemption, the WKSI letter and any technical reports or oil and gas reports should be filed under the ‘Preliminary’ subtype before final documents are filed.

The letter required to be filed in place of the preliminary shelf prospectus must be filed under the document type ‘Preliminary short form prospectus’ and not the ‘Cover letter’ document type. This letter and any technical or oil and gas reports must be filed under the ‘Preliminary’ subtype in order for fees to be correctly applied in SEDAR+.

All other documents required, including the prospectus must be filed in another submission, under the ‘Final’ subtype.

Most prospectus supplement documents are automatically made public on SEDAR+ but a few, such as 'Marketing materials (other than specified derivative)', are not.  Please refer to the SEDAR+ Filing Inventory to find the access level of documents when they are submitted.  If you require a document to be made public, please email [email protected].

For any French documents, you will need to contact the AMF to make them public.

When submitting an Application to Cease to be an Offering Corporation Under Section 1(6) of the Business Corporations Act (Ontario), OSC staff would like to remind issuers to ensure that the following options are selected in SEDAR+ to avoid errors and delays in your filing.

• Under ‘Type of application’, select, ‘General exemptive relief application’
• Under ‘Local Exemptive Relief’ select ‘Business Corporations Act (Ontario)’ and ‘1(6) - Offering Securities to the Public - Cease to be offering securities to the public’ under ‘Section(s)’.

If ‘Other’ is selected for ‘Local Exemptive Relief’, the incorrect regulatory fee will be applied for Ontario.

An issuer must submit two separate applications if they are seeking to revoke or partially revoke a cease trade order to complete a transaction that will then allow the issuer to apply to cease to be a reporting issuer.

Combined applications may result in requests for refiling and delays with our review process.

The cover letter of each should refer to the other application in order for OSC staff to coordinate the two applications.

An issuer seeking general exemptive relief as well as a revocation or partial revocation of a cease trade order must also file two separate applications.

If you are amending a legacy SEDAR Form 45-106F1 filing as opposed to a concurrently filed OSC e-portal Form 45-106F1 filing,  search for the original report and click on the “Actions” menu to amend the existing filing. You will need to enter data in each of the attributes of the amended report because data will not be pre-populated from the original report. Please ensure that Ontario is added as a recipient agency.

OSC staff expect that most filers will not need to use the e-portal or SEDAR legacy amendment options and that use of these options will be limited going forward. Please ensure that you are using the appropriate filing procedure when submitting your amended report.

OSC staff receive many questions about access levels for offering documents.

Most access types are public, with the exception of ‘Offering memorandum (other than 2.9 of NI 45-106)’. Importantly, this category includes Offering memoranda delivered under Part 5 of OSC Rule 45-501.

In accordance with our practices at the OSC, private offering documents delivered to the OSC under Part 5 of OSC Rule 45-501 are not intended to be made publicly available on SEDAR+. Although these materials are not expected to be made public on SEDAR+, we remind you that a request for them could be made under freedom of information legislation. If such a request were received, we expect that the issuer would be notified in accordance with the legislation.

Please pay careful attention to which filing type you are selecting when submitting your filing.

Non-reporting issuers that rely on s.2.9 (the Offering Memorandum exemption) of NI 45-106 Prospectus Exemptions, are subject to ongoing obligations, as set out in section 2.9 of NI 45-106.  Generally, pursuant to subsection 2.9(17.5) of NI 45-106, an issuer must, within 120 days after the end of each of its financial years, deliver annual financial statements to the securities regulatory authority. The financial statements must be accompanied by a notice disclosing the issuer's use of the proceeds raised under the exemption in accordance with Form 45-106F16 Notice of Use of Proceeds.

Both annual financial statements and notices of use of proceeds must be filed via SEDAR+ using the Exempt Market Offerings filing category under the appropriate filing sub-types:

• Annual financial statements for non-reporting issuers
• Notice of use of proceeds
• Late document fees may apply in accordance with Appendix G of OSC Rule 13-502 Fees.

Under OSC Rule 13-502 Fees, if a reporting issuer files its annual financial statements before they are due, the participation fee must also be paid on the same date. If the participation fee is not paid at the same time the annual financial statements are filed, late fees will be applied starting from the date that the annual financial statements were filed. 

The process of submitting participation fee forms has been updated. Now, participation fee forms are web forms directly integrated into SEDAR+.

Once a reporting issuer has finalized the submission of its annual financial statements in SEDAR+, the confirmation page will present a ‘Create participation fee form’ link. This link will be visible solely if the recipient agency is Ontario and/or Alberta, on the ‘Filing and contact details’ page. Alternatively, a reporting issuer can directly choose ‘Create Participation fee form’ from the ‘Annual’ sub-menu located under the Continuous Disclosure sub-menu.

Specifically, participation fee forms are only required for Alberta and Ontario. If a reporting issuer is filing in both of these jurisdictions, it will only need to input the information once, and the information will automatically appear on both forms. It is important to accurately enter the previous financial year. The fees due will be calculated by SEDAR+ upon submission. Subsequently, SEDAR+ will generate a PDF version of the participation fee form, which will be publicly accessible under the “Documents” section of the Issuer’s profile.

Additionally, it is important to note that filers cannot revise or maintain a previously submitted participation fee form. Instead, a filer should initiate a new filing and re-enter the necessary information. To avoid repaying the fees, filers can request a fee exception code. Alternatively, if a filer chooses to repay the fees, the filer can later request a refund by sending an email to [email protected]. However, Staff encourage filers to request an exception code in this circumstance.

For participation fee underpayments, an outstanding fee entry will be created in SEDAR+.

OSC staff have observed that issuers often enter the incorrect end date of the previous financial year when completing the Participation fee form in SEDAR+.

When filling out the Ontario participation fee form, the section that indicates the ‘End date of the previous financial year’ should correspond with the annual financial year end of the current annual filing.

For instance, if the issuer is filing annual financial statements in 2024 for the year ended December 31, 2023, then the ‘End date of the previous financial year’ on the issuer's Ontario participation fee form should also be December 31, 2023 and not December 31, 2022. 

Refer to the OSC Fee Rule definitions for the meaning of previous financial year.

Filers are reminded that any corrections to previously filed participation fee forms will generally require a Fee Exception Code in order to avoid duplication of participation fees. Participation fee forms cannot be amended and must be re-filed.